End User License and Direct Access Agreement

RECITALS

Whereas, User maintains social media accounts, channels, and digital platforms with a dedicated audience and follower base; and

Whereas, the Company desires to obtain direct access to User's audience and follower data to serve targeted advertisements directly to such followers and to compensate User for such (the "Services"); and

Whereas, User agrees to grant the Company access to such data and administrative advertising permissions, explicitly acknowledging that the Company's advertisements will be delivered directly to followers via digital ad channels rather than published as organic posts or sponsored content on User's profile feed,

Now, Therefore, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

By creating an account with us or using the Services, you agree to these terms.

1. Grant of License and Access

1.1 Access Grant: Subject to the terms of this Agreement, User hereby grants to the Company a non-exclusive, worldwide, royalty-bearing (or as otherwise compensated pursuant to Section 5) license and right to access User's social media advertising accounts, follower lists, audience pixel data, custom audience segments, and related metadata (collectively, the "Audience Data").

1.2 Scope of Use: The Company may use the Audience Data solely for the purpose of creating, targeting, running, and optimizing direct digital advertising campaigns (e.g., via Meta Business Manager, TikTok Ads Manager, Google Ads, custom audience matching, or direct re-targeting pixels) aimed at User's followers and lookalike audiences.

1.3 Direct Delivery (No Profile Posts): The parties expressly agree that the Company's advertisements shall be served directly to the followers via paid ad networks and sponsored messaging channels. Nothing in this Agreement requires or authorizes the Company to post content directly onto User's public social media feeds, profiles, or timelines, unless separately agreed to in writing.

2. Account Activation and Partnership Requests

2.1 Pending Status: Upon registration, all User accounts are initially set to "Pending" status.

2.2 Activation Trigger: An account is not active and the User is not eligible for participation or payment until connection is established through one of the following methods (each, a "Connection Method"):

2.3 Agreement to Partner: By completing any Connection Method above, the User formally authorizes the Company to access the applicable account(s) and to use the User's social media account details, follower/subscriber data, and/or anonymized Audience Data to create, run, and manage advertising campaigns on the User's behalf — including, without limitation, Partnership Ads, traditional paid social advertising, and any other advertising format supported by the applicable platform — for the duration of the applicable campaign(s), subject to the terms of this Agreement. The authorization granted under this Section 2.3 applies regardless of which Connection Method was used to establish the connection.

2.4 Scope Limited to Granted Access: The Company's rights under this Agreement with respect to a given account are limited to the access and permissions actually granted through the applicable Connection Method. Activation via one Connection Method does not grant the Company access to any other platform or account not connected through that method.

3. The "No-NIL" Guarantee and Zero Endorsement

3.1 No Use of Identity: The Company explicitly agrees that it will never use your name, image, likeness ("NIL"), or social media handles (@handles) in any advertising, marketing materials, or promotional content.

3.2 Zero Endorsement: Your participation does not constitute a personal endorsement of any product or brand. Unless explicitly permitted by User in writing, all ads are delivered from the Company's official brand handles and will never appear as "Sponsored by" you, other than leveraging platform-approved white-listing or custom audience delivery.

3.3 No Account Access: We do not require your social media passwords and will never post content to your personal feeds.

4. Athletic Compliance and CSC Reporting (If applicable to User)

4.1 Athlete's Full Responsibility: It is User's sole and exclusive responsibility to notify the College Sports Commission ("CSC"), their educational institution, their school's conference, and any other applicable entity which requires such notice to retain User's eligibility to play, of this Agreement and its terms.

4.2 Disclosure Portals: User is encouraged to use his or her designated NIL Go portal or such other institutional disclosure software to provide the necessary contract information to the applicable compliance office.

4.3 No Coordination Warranty: The Company makes no warrant or representation that it coordinates with the National Collegiate Athletic Association ("NCAA"), CSC, any conference, or any educational institution. We do not report any information regarding this Agreement or transactions resulting from it on your behalf.

4.4 Suppression Rights: While the Company may advertise for any lawful product, we provide "Suppression Types" upon receipt of written request from you to ensure advertisement categories align with your specific institutional policies (Ex. Gambling, politics, etc.).

5. Compensation and Tax Compliance

5.1 Compensation Model: You will be paid a commission based on your proportionate influence within the audience segments where ads are run. You will be paid a commission based on your proportionate follower ownership, relative to the total followers utilized in the audience associated with the campaign where your followers were targeted. A portion of each ad campaign payment is reserved for audience owner payment and individual payouts are calculated by dividing a creator's owned total into the total custom audience for the campaign.

5.2 W-9 Threshold: Once your cumulative annual earnings reach the thresholds set by the Internal Revenue Service ("IRS") and any applicable state taxing authority from time to time (the "Tax Thresholds"), you must provide the Company with a completed Form W-9.

5.3 Withholding and Forfeiture: Payments to User exceeding the Tax Thresholds will be withheld until a valid Form W-9 is received from User. Failure to provide this within 60 days of notice from the Company of your reaching the Tax Thresholds results in the forfeiture of all pending and future payments accrued under this Agreement.

6. Intellectual Property and Proprietary Rights

6.1 Ownership of Audience Data: As between User and the Company, User retains all right, title, and interest in and to User's personal brand, handles, and existing follower base.

6.2 Ownership of Ad Assets: The Company retains all right, title, and interest in its proprietary products, ad creative, logos, trademarks, and marketing materials used in the campaigns.

7. Warranties and Limitation of Liability

7.1 "As Is" Basis: Except as expressly set forth in this Agreement, the Services are provided by the Company without any warranties to User, express or implied. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OF MERCHANTABILITY, INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR USE ARE EXPRESSLY EXCLUDED AND DISCLAIMED.

7.2 Limitation of Liability: EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY RIGHTS, THE COMPANY SHALL NOT BE LIABLE TO USER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. The Company is not liable for any loss by User of his or her scholarship or endorsements, or his or her suspension or disqualification from participation in his or her designated activity or sport, or loss of sponsorship or partnership. To the maximum extent permitted by law, the Company's liability to you is limited to no more than the compensation earned by you under this Agreement in the three months immediately preceding the claim.

7.3 Indemnification: You agree to hold the Company harmless from any claims or losses arising from your breach of this Agreement or your violation of any applicable athletic eligibility rules.

8. Term, Termination, and Disputes

8.1 Term: This Agreement shall commence on the date User clicks "accept" or otherwise begins using the Company's Services and continues until terminated by one of the parties.

8.2 Termination: Either party may terminate this Agreement at any time. In order for User to terminate this Agreement, User must actively close its account and cease use of the Company's Services. If the Company terminates this Agreement, it will provide notice of such to User in a timely fashion. Upon termination, any compensation earned by User prior to that date will be paid out, subject to the terms of Section 5.

8.3 Effect of Termination: Upon termination, the Company shall promptly cease all ad campaigns utilizing User's Audience Data and make every effort to delete or remove all stored audience lists, custom audience matches, and pixel access granted under this Agreement. The representations, warranties, and covenants made pursuant to and contained in this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated in this Agreement. Any obligation of a party that contemplates performance of such obligation after termination or expiration of this Agreement, or any part of this Agreement, shall be deemed to survive such termination or expiration.

8.4 Arbitration and Dispute Resolution:

9. Miscellaneous

9.1 The laws of the State of Alabama, without regard to conflict of law principals, shall govern the validity of this Agreement, the construction of its terms, the interpretation of the rights of the parties, the duties of the parties, the enforcement of its terms, and all other matters relating to this Agreement.

9.2 Neither a partnership, joint venture, nor employment relationship exists nor is one hereby created between the parties by this Agreement. This Agreement represents an independent contractor relationship under which User is retaining the Services of the Company. Each party shall be responsible for payment of its own taxes, including, but not limited to, employment taxes and income taxes. User shall be responsible for payment of any sales taxes or other gross receipt taxes imposed on the Company as a result of its provision of the Services to User under this Agreement. Except as expressly provided in this Agreement, neither party shall have any authority to contract or in any manner incur any liability for or in the name of the other party, or by which the other party or its property might become bound. Each party shall be liable for its own acts or omissions.

9.3 The Company reserves the right, in its sole discretion, to modify, update, or replace any provision of this Agreement at any time. The Company will provide notice of material changes by posting the updated terms on its website, updating the "Effective Date" at the top of this Agreement, or providing notification through the system or via e-mail. Continued use of the Services following the posting or notification of any changes constitutes User's binding acceptance of such modifications. If User does not agree to the modified terms, User's sole and exclusive remedy is to discontinue use of the Services and terminate its account.

9.4 The captions of this Agreement are for convenience and reference only and in no way define, describe, extend, or limit the scope or intent of this Agreement.

9.5 User agrees to execute such additional documents and instruments as may be reasonably required by counsel for the Company to carry out the purpose and intent of this Agreement.

9.6 This Agreement constitutes the entire agreement of the parties, as a complete and final integration thereof with respect to its subject matter. All understandings and agreements heretofore had between and among the parties are merged into this Agreement, which alone fully and completely expresses their understandings. No representation or warranty made by any party which is not contained in this Agreement or expressly referred to herein has been relied on by any party in entering into this Agreement.

9.7 All notices, requests, demands, and other communications under this Agreement shall be in writing (including, but not limited to, facsimile or e-mail communications) and deemed effectively given: (a) upon personal delivery; (b) one business day after deposit with a nationally recognized overnight courier; (c) five business days after mailing by certified or registered mail, return receipt requested; or (d) upon confirmed transmission by facsimile or e-mail to the number or addresses specified in User's account details or if to the Company, to 5344 Anna Lane, Tuscaloosa, Alabama 35406 or kyle.jernigan@impactfans.com.

9.8 All of the terms, provisions, and conditions of this Agreement shall be deemed to be severable in nature. If for any reason the provisions hereof are held to be invalid or unenforceable to any extent, to the extent that such provisions are valid and enforceable, a court of competent jurisdiction shall construe and interpret this Agreement to provide for maximum validity and enforceability of this Agreement.

9.9 This Agreement shall be construed in its entirety according to its plain meaning and shall not be construed against the party who provided or drafted it.

9.10 Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement (whether based on contract, tort, or any other theory).

9.11 No waiver by the Company of any default, breach, or violation of any term, condition, or provision of this Agreement by User shall be deemed to be a waiver of any other breach, default, or violation of the same or any other term, condition, or provision contained herein. No delay in exercising or failure to exercise any right or remedy by the Company shall impair any such right or remedy or constitute a waiver of any such right, remedy, or default, breach, or violation of any term, condition, or provision of this Agreement or an acquiescence therein. Every right and remedy given by this Agreement or by law to the Company may be exercised from time to time and as often as deemed expedient by the Company.

9.12 The Company will not be liable for failure to perform any of its obligations under this Agreement if the failure is caused by an event outside its reasonable control, including acts of God, war, acts of public enemy, terrorism, accidents, fires, explosions, earthquakes, floods, the elements, other natural disasters, electrical failures, strikes, labor disputes, shortage of suitable parts, materials, transportation or any similar causes beyond the reasonable control of the Company.

9.13 This Agreement and any rights and obligations may not be assigned or otherwise transferred in whole or in part by User, whether by operation of law, merger, change of control, or otherwise, without the prior express written consent of the Company and upon the terms and conditions as the Company, in its reasonable discretion, may require. Any attempted assignment or transfer in violation of this paragraph shall be null and void. Even with the Company's consent, no such assignment shall in any manner whatsoever relieve User from its obligations and duties under this Agreement and User shall in all respects remain liable under this Agreement irrespective of such assignment. The Company may freely assign, transfer, or delegate its rights and obligations under this Agreement without restriction or prior notice.

9.14 This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. No other person or persons shall have any right of action hereon.